With the Beatles (released in Canada under the augmented title Beatlemania! With the Beatles) is the second studio album by English rock band The Beatles, released on 22 November 1963 by Parlophone. Recorded four months after the release of their debut album Please Please Me, it features eight original compositions (seven written by Lennon–McCartney and George Harrison's first recorded solo composition "Don't Bother Me") and six covers, mostly of Motown, rock and roll, and R&B hits. The cover photo was taken by fashion photographer Robert Freeman, and has been mimicked by many subsequent acts over the years.

With the Beatles had advance orders of half a million, and had sold another half million by September 1965, making it the second album to sell over a million copies in the United Kingdom. It remained at the top of the charts there for 21 weeks, displacing Please Please Me and placing the Beatles at the top spot for 51 consecutive weeks. The album was placed at number 420 on Rolling Stone's list of the "500 Greatest Albums of All Time" in 2003, and was included in Robert Dimery's 1001 Albums You Must Hear Before You Die.